July 21, 2025
Eric D. Shaff
By email
Re: Transition
Dear Eric:
You have informed Seres Therapeutics, Inc. (the “Company”) of your desire to resign your officer and employee positions with the Company. Accordingly, you and the Company agree that your employment with the Company will end on July 31, 2025 (the “Separation Date”) as set forth in this letter agreement (the “Letter”). Reference is made to that certain Second Amended and Restated Employment Agreement previously entered into between you and the Company, dated as of January 29, 2021 (the “Employment Agreement”).
Separation; Board Service
As of the Separation Date, you acknowledge and agree that you resign from all offices and positions you hold with the Company and all of its controlled affiliates, other than your service on the Board of Directors of the Company (the “Board”), which will continue following the Separation Date as a non-employee director. Your compensation as a non-employee director will be governed by the Company’s compensation program for its non-employee directors (which, for the avoidance of doubt, does not include an initial equity award in connection with your transition from an employee director to non-employee director on the Separation Date). You will not be entitled to any compensation or benefits (including severance) for your employment services following the Separation Date, other than as provided under Section 3(c) of the Employment Agreement or expressly set forth herein.
You agree to provide periodic advisory services to the Company following the Separation Date as reasonably requested by the Company from time to time to ensure a smooth transition of your former duties (the “Transition Services”). You will not receive any additional compensation from the Company for such Transition Services.
Compensation; Equity Awards
The Company agrees that your continuing service as a non-employee director of the Board will constitute your continued service to the Company for purposes of the vesting and post-termination exercise periods of the Company equity awards you hold as of the Separation Date.
Additionally, the Company agrees to pay to you an amount of cash equal to the prorated annual bonus earned by you during the portion of the 2025 fiscal year prior to the Separation Date, as determined by the Board in its discretion based upon actual performance achieved or, if the Board determines in its discretion, in a higher amount (the “Prorated Bonus”). Discretionary payment of the Prorated Bonus will be made when annual bonuses for the 2025 fiscal year are paid in the ordinary course to actively employed senior executives of the Company and is contingent on your continued service on the Board and provision of the Transition Services through the date